EXHIBIT 3.1
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AMENDED AND RESTATED BYLAWS
of
JONES LANG LASALLE INCORPORATED
A Maryland Corporation
Effective as of September 6, 2002
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TABLE OF CONTENTS
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Article I - Offices. . . . . . . . . . . .Page 1
Article II - Meeting of Stockholders . . .Page 1
Article III - Directors. . . . . . . . . .Page 4
Article IV - Officers. . . . . . . . . . .Page 7
Article V - Stock. . . . . . . . . . . . .Page 11
Article VI - Notices . . . . . . . . . . .Page 12
Article VII - General Provisions . . . . .Page 12
Article VIII - Indemnification . . . . . .Page 13
Article IX - Amendments. . . . . . . . . .Page 16
AMENDED AND RESTATED BYLAWS
OF
JONES LANG LASALLE INCORPORATED
(hereinafter called the "Corporation")
Effective as of September 6, 2002
ARTICLE I
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OFFICES
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SECTION 1. PRINCIPAL OFFICE. The principal office of the
Corporation within the State of Maryland shall be in the City of Baltimore,
State of Maryland.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places, both within and without the State of Maryland, as the
Board of Directors may from time to time determine.
ARTICLE II
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MEETINGS OF STOCKHOLDERS
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SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time
and place, within the United States, as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETINGS. The annual meetings of stockholders
shall be held on such date and at such time during the month of May as
shall be designated from time to time by the Board of Directors and stated
in the notice of the meeting, at which meetings the stockholders shall
elect directors, and transact such other business as may properly be
brought before the meeting. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting and each other stockholder entitled to
notice of such meeting not less than ten nor more than ninety days before
the date of the meeting. Failure to hold an annual meeting does not
invalidate the Corporation's existence or affect any otherwise valid
corporate acts.
SECTION 3. SPECIAL MEETINGS. Unless otherwise prescribed by law or
by the Charter, special meetings of stockholders, for any purpose or
purposes, may be called by (i) the Chairman of the Board, (ii) the
President, or (iii) the Board of Directors and must be called by the
Secretary on the written request of stockholders entitled to cast at least
a majority of all the votes entitled to be cast at the meeting, which
request shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted upon at such meeting. At a special meeting of
the stockholders, only such business shall be conducted as shall be
specified in the notice of meeting (or any supplement thereto). Written
notice of a special meeting stating the place, date and hour of the meeting
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as determined by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, or the President and the purpose or purposes for
which the meeting is called shall be given by the Secretary not less than
ten (10) nor more than ninety (90) days before the date of the meeting to
each stockholder entitled to vote at such meeting and each stockholder
entitled to notice of such meeting.
SECTION 4. QUORUM. Except as otherwise required by law or by the
Charter, the holders of a majority of the shares of stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum. If,
however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is to a date more than one hundred twenty (120)
days after the original record date, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting
not less than ten (10) nor more than ninety (90) days before the date of
the meeting.
SECTION 5. PROXIES. Any stockholder entitled to vote may do so in
person or by his or her proxy appointed by an instrument in writing signed
by such stockholder or by his or her agent hereunto authorized, delivered
to the Secretary of the meeting; provided, however, that no proxy shall be
voted or acted upon after eleven months from its date, unless said proxy
provides for a longer period.
SECTION 6. VOTING. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Charter or
these Bylaws, any question brought before any meeting of stockholders shall
be decided by the affirmative vote of a majority of the total number of
votes cast by holders of stock entitled to vote on such question, voting as
a single class. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of stockholders, in his or her
discretion, may require that any votes cast at such meeting shall be cast
by written ballot.
SECTION 7. NATURE OF BUSINESS AT MEETINGS OF STOCKHOLDERS. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section
7 and on the record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 7.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.
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To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than ninety (90) days nor more than one hundred
twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which notice
of the date of the annual meeting was mailed or public announcement of the
date of the annual meeting was made, whichever first occurs. In no event
shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as
described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of stock of the
Corporation which are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders,
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 7, PROVIDED, HOWEVER, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 7 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
For purposes of this Section 7, "public announcement" shall mean an
announcement in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
SECTION 8. RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive any
dividend or other distribution or any allotment of other rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede the
close of business on the day on which the record date is fixed and which
record date: (a), in the case of any meeting of stockholders or adjournment
thereof, shall not be more than ninety (90) nor less than ten (10) days
before the date of such meeting; and (b), in the case of any other action,
shall not be more than ninety days prior to such other action. If no record
date is fixed: (x) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the later of (i)
the close of business on the day on which notice is mailed or (ii) the
thirtieth day before the meeting; and (y) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date
for the adjourned meeting.
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SECTION 9. INFORMAL ACTION. Any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if
there is filed with the records of meetings of stockholders a unanimous
written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and a written waiver of any
right to dissent signed by each stockholder entitled to notice of the
meeting but not entitled to vote thereat.
ARTICLE III
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DIRECTORS
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SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors
shall consist of not less than 3 nor more than 15 members, the exact number
of which shall be determined from time to time by resolution adopted by the
Board of Directors. Except as provided in Section 3 of this Article III,
directors shall be elected by the stockholders at the annual meetings of
stockholders, and each director so elected shall hold office until such
director's successor is duly elected and qualifies, or until such
director's earlier death, resignation or removal. Directors need not be
stockholders.
SECTION 2. NOMINATION OF DIRECTORS. Only persons who are nominated
in accordance with the following procedures shall be eligible for election
and qualified to serve as directors of the Corporation, except as may be
otherwise provided in the Charter (with respect to the right of holders of
common stock or preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances). Nominations of
persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 2 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 2.
In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation (a), in the case of an annual meeting, not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that, in the event that the annual meeting
is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order to be timely must
be so received not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the annual meeting was
mailed or public announcement of the date of the annual meeting was made,
whichever first occurs; and (b), in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than
the close of business on the tenth (10th) day following the day on which
notice of the date of the special meeting was mailed or public announcement
of the date of the special meeting was made, whichever first occurs. In no
event shall the public announcement of an adjournment of an annual or
special meeting commence a new time period for the giving of a
stockholder's notice as described above.
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To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
stock of the Corporation which are owned beneficially or of record by the
person and (iv) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving
the notice (i) the name and record address of such stockholder, (ii) the
class or series and number of shares of stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in person or
by proxy at the meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve
as a director if elected.
If the Chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
For purposes of this Section 2, "public announcement" shall mean an
announcement in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
SECTION 3. VACANCIES. Subject to the terms of any one or more
classes or series of common stock or preferred stock, any vacancy on the
Board of Directors that results from an increase in the number of directors
may be filled by a majority of the entire Board of Directors, and any other
vacancy occurring on the Board of Directors may be filled by a majority of
the Board of Directors then in office, even if less than a quorum, or by a
sole remaining director. The stockholders may elect to fill a vacancy on
the Board of Directors which results from the removal of a Director.
Notwithstanding the foregoing, whenever the holders of any one or more
class or classes or series of preferred stock or common stock of the
Corporation shall have the right, voting separately as a class, to elect
directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such
directorships shall be governed by the Charter.
SECTION 4. DUTIES AND POWERS. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Charter or by these
Bylaws required to be exercised or done by the stockholders.
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SECTION 5. ORGANIZATION. At each meeting of the Board of Directors,
the Chairman of the Board or, in the absence of the Chairman of the Board
the Chief Executive Officer or, in the absence of the Chief Executive
Officer, the President or, in the absence of the President, the Chief
Operating Officer or, in the absence of the Chief Operating Officer, the
Deputy Chairman of the Board, if there be one or, in the absence of the
Deputy Chairman of the Board, a director chosen by a majority of the
directors present, shall act as Chairman of the meeting. The Secretary of
the Corporation shall act as Secretary of each meeting of the Board of
Directors. In case the Secretary shall be absent from any meeting of the
Board of Directors, an Assistant Secretary shall perform the duties of
Secretary at such meeting; and, in the absence from any such meeting of the
Secretary and all the Assistant Secretaries, the Chairman of the meeting
may appoint any person to act as Secretary of the meeting.
SECTION 6. REMOVALS OF DIRECTORS. Any director or the entire Board
of Directors may be removed only in accordance with the provisions of the
Charter.
SECTION 7. MEETINGS. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Maryland.
Regular meetings of the Board of Directors may be held at such time and at
such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Chief Executive Officer, the President, or a
majority of the directors then in office. Notice of every regular or
special meeting of the Board stating the place, date and hour of the
meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone,
facsimile or telegram on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
SECTION 8. QUORUM. Except as may be otherwise required by law and
the Charter or these Bylaws, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of the directors
present at any meeting at which there is a quorum shall be the action of
the Board of Directors. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting of the time and place of the adjourned meeting, until a quorum
shall be present.
SECTION 9. ACTIONS OF BOARD. Unless otherwise provided by the
Charter or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
SECTION 10. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless
otherwise provided by the Charter or these Bylaws, members of the Board of
Directors, or any committee thereof, may (and, at the request of any such
member, shall be given an opportunity to) participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment if all persons participating in the
meeting can hear each other at the same time, and participation in a
meeting pursuant to this Section 10 shall constitute presence in person at
such meeting.
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SECTION 11. COMMITTEES. (i) the Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, appoint
one or more committees of one or more of the directors of the Corporation;
(ii) the Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee; and (iii) in the
absence or disqualification of a member of a committee, and in the absence
of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent permitted by law and
provided in these Bylaws or in the resolution establishing such committee,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation.
SECTION 12. COMPENSATION. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary, or such other emoluments as the Board of Directors
shall from time to time determine. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed compensation for attending committee meetings.
SECTION 13. ENTIRE BOARD OF DIRECTORS. As used in these Bylaws
generally, the term "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.
Notwithstanding anything to the contrary provided herein, if at any time
the number of directors actually holding office do not constitute the
requisite percentage of the entire Board of Directors necessary to take
action as provided in these Bylaws, then any action required to be taken on
such item shall be taken by an affirmative vote of 75% of the directors
then in office.
ARTICLE IV
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OFFICERS
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SECTION 1. GENERAL. The officers of the Corporation shall be
elected by the Board of Directors and shall be (i) a Chairman of the Board
(who must be a director), (ii) a President, (iii) a Secretary and (iv) a
Treasurer, each of whom shall be elected by the Board of Directors and
shall hold office for such term and shall exercise such powers and perform
such duties as set forth in these Bylaws and as shall be determined from
time to time by the Board of Directors. The Board of Directors or the
Chairman of the Board, in his or her discretion, may also elect or appoint
a Deputy Chairman of the Board, one or more Executive Vice Presidents,
Senior Vice Presidents, Managing Directors, Principals, Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers; the Chief
Executive Officer and President may each appoint one or more Executive Vice
Presidents, Senior Vice Presidents, Managing Directors, Principals, Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers;
and the Chief Operating Officer may appoint one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers of the
Corporation below the level of Vice President, each of whom shall hold
office for such term and shall exercise such powers and perform such duties
as set forth in these Bylaws and as shall be determined from time to time
(i) by the Board of Directors, if such officer was elected or appointed by
the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, or the Chief Operating Officer, (ii) by the
Chairman of the Board, if such officer was elected or appointed by the
Chairman of the Board, the Chief Executive Officer, the President, or the
Chief Operating Officer, (iii) by the Chief Executive Officer if such
officer was appointed by the Chief Executive Officer, the President, or the
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Chief Operating Officer, (iv) by the President if such officer was
appointed by the President or the Chief Operating Officer, or (v) by the
Chief Operating Officer if such officer was appointed by the Chief
Operating Officer. Any two or more offices may be held by the same person.
SECTION 2. REMOVAL/RESIGNATION. All officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier resignation or removal and any officer may be removed at any
time (i) by the affirmative vote of a majority of the entire Board of
Directors, (ii) by the Chairman of the Board, if such officer was elected
or appointed by the Chairman of the Board, the Chief Executive Officer, the
President, or the Chief Operating Officer, (iii) by the Chief Executive
Officer if such officer was appointed by the Chief Executive Officer, the
President, or the Chief Operating Officer, (iv) by the President if such
officer was appointed by the President or the Chief Operating Officer, or
(v) by the Chief Operating Officer if such officer was appointed by the
Chief Operating Officer.
SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating
Officer, any Deputy Chairman of the Board, or any Executive Vice President,
and any such officer may in the name of and on behalf of the Corporation,
take all such action as any such officer may deem advisable to vote in
person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities, and at any such meeting shall
possess and may exercise any and all rights and power incident to the
ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons. Shares of the Corporation's own stock owned
directly or indirectly by the Corporation shall not be voted at any meeting
and shall not be counted in determining the total number of outstanding
shares entitled to be voted at any given time unless such shares are held
by the Corporation in a fiduciary capacity.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders of the Corporation and shall
have such other powers and duties as may from time to time be assigned by
the Board of Directors. The Chairman of the Board shall make reports to the
Board of Directors and the stockholders, and shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are
carried into effect.
SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be responsible for the overall strategies of the business and for
achieving maximum return on the firm's invested capital. The Chief
Executive Officer will report to the company's Board of Directors. The
Chief Executive Officer will coordinate and manage the efforts of the
Company's senior executives to develop and achieve the firm's current and
long-term objectives and vision. The Chief Executive Officer is responsible
for the operating policies and procedures for the organization. The Chief
Executive Officer is the senior firm representative to its clients, the
financial community, and the general public. The Chief Executive Officer
shall possess the power to execute all deeds, mortgages, bonds, contracts,
certificates and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except in cases where the execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation or shall be
required by law to be otherwise executed or signed.
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SECTION 6. PRESIDENT. In most cases, the President shall also be
the Chief Executive Officer and in such cases shall have the powers of the
Chief Executive Officer. In the event the President is not also the Chief
Executive Officer, the President shall perform such other duties and may
exercise such other powers as from time to time may be assigned to him or
her by these Bylaws, the Chairman of the Board, Chief Executive Officer, or
by the Board of Directors, including, but not limited to, the power to
execute all deeds, mortgages, bonds, contracts, certificates and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be
otherwise executed or signed.
SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer
shall direct, oversee, and coordinate the activities of the Corporation to
achieve goals and objectives and to implement policies established by the
Chief Executive Officer, the President and the Board of Directors. The
Chief Operating Officer shall play a significant role in supporting the
Chief Executive Officer and the President in advancing the Corporation's
relationship with its clients, its shareholders, and the financial
community. The Chief Operating Officer shall also perform such other duties
and may exercise such other powers as from time to time may be assigned to
him or her by these Bylaws, the Chairman of the Board, the Chief Executive
Officer, the President, or by the Board of Directors.
SECTION 8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall be responsible for maintaining the financial integrity of the
Corporation, shall prepare the financial plans for the Corporation and
shall monitor the financial performance of the Corporation and its
subsidiaries, as well as performing such other duties as may be assigned by
the Chairman of the Board, the Board of Directors, Chief Executive Officer,
or the President.
SECTION 9. DEPUTY CHAIRMAN OF THE BOARD. The Deputy Chairman of the
Board, if there be one, shall, in the absence of the Chairman of the Board,
Chief Executive Officer, the President and the Chief Operating Officer,
preside at all meetings of the stockholders of the Corporation and shall
perform such other duties and may exercise such other powers as from time
to time may be assigned to him by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, or the President.
SECTION 10. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS,
MANAGING DIRECTORS, PRINCIPALS AND VICE PRESIDENTS. Each Executive Vice
President, Senior Vice President, Managing Director, Principal or other
Vice President shall perform such duties and have such powers as from time
to time may be assigned to him by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer, or the President, as provided in
Section 1 of this Article IV.
SECTION 11. SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President, or the Chief Operating Officer, under whose supervision the
Secretary shall act. If the Secretary shall be unable or shall refuse to
cause to be given notice of all meetings of the stockholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary,
then either the Board of Directors or the Chairman of the Board, the Chief
Executive Officer, the President, or the Chief Operating Officer may choose
9
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by
his or her signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to
be kept or filed are properly kept or filed, as the case may be.
SECTION 12. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the Chief
Executive Officer, the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all
transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Treasurer and for the
restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Treasurer's
possession or under control of the Treasurer belonging to the Corporation.
SECTION 13. ASSISTANT SECRETARIES. Except as may be otherwise
provided in these Bylaws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any
Executive Vice President, if there be one, or the Secretary and, in the
absence of the Secretary or in the event of his or her disability or
refusal to act, shall perform the duties of the Secretary and, when so
acting, shall have all the powers of and be subject to all the restrictions
upon the Secretary.
SECTION 14. ASSISTANT TREASURERS. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating
Officer, any Executive Vice President, if there be one, or the Treasurer
and, in the absence of the Treasurer or in the event of the Treasurer's
disability or refusal to act, shall perform the duties of the Treasurer
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the Treasurer. If required by the Board of Directors, an
Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of the office of Assistant
Treasurer and for the restoration to the Corporation, in case of the
Assistant Treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in the Assistant Treasurer's possession or under control of
the Assistant Treasurer belonging to the Corporation.
10
ARTICLE V
---------
STOCK
-----
SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have certificates which represent and
certify the shares of stock of the Corporation owned of record by such
stockholder. Each stock certificate shall include on its face the name of
the Corporation, the name of the stockholder to whom it is issued, the
class of stock and number of shares represented by the certificate and a
statement that the Corporation shall furnish on request and without charge
a full statement of any designations, preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption, and, in the case of
preferred stock or a special class in a series, the differences in the
relative rights and preferences between the shares of each series to the
extent that they have been set and the authority of the Board of Directors
to set the relative rights and preferences of a subsequent series, and
shall otherwise be in such form, not inconsistent with the Maryland General
Corporation Law (the "MGCL") and the Charter, as shall be approved by the
Board of Directors or any officer or officers designated for such purpose
by resolution of the Board of Directors.
SECTION 2. SIGNATURES. Each such certificate shall be signed, in
the name of the Corporation, (i) by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, or an
Executive Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares of stock in the Corporation owned of record
by such holder. Any or all of the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same
effect as if such person were such officer, transfer agent or registrar at
the date of issue.
SECTION 3. LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES. The
Board of Directors or any officer of the Corporation may direct a new
certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or such person's legal
representative, to advertise the same in such manner as the Board of
Directors shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
SECTION 4. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these Bylaws. Transfers
of stock shall be made on the books of the Corporation only by the person
named in the certificate or by such person's attorney lawfully constituted
in writing and upon the surrender of the certificate therefor, properly
endorsed for transfer and payment of all necessary transfer taxes;
provided, however, that such surrender and endorsement or payment of taxes
shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled,"
with the date of cancellation, by the Secretary or Assistant Secretary of
the Corporation or the transfer agent thereof. No transfer of stock shall
be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing
from and to whom transferred.
11
SECTION 5. TRANSFER AND REGISTRY AGENTS. The Corporation may from
time to time maintain one or more transfer offices or agents and registry
offices or agents at such place or places as may be determined from time to
time by the Board of Directors.
SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
ARTICLE VI
----------
NOTICES
-------
SECTION 1. NOTICES. Whenever written notice is required by law, the
Charter or these Bylaws to be given to any director, member of a committee
or stockholder, such notice may be given by hand-delivery, telecopier or
air courier, and in the case of a notice to a stockholder may be given by
hand-delivery or mail, addressed to such director, member of a committee or
stockholder, at such person's address or telecopy number as it appears on
the records of the Corporation, as the case may be, with any charges
therefor being prepaid, and such notice shall be deemed to be given at the
time personally delivered if delivered by hand; upon transmission thereof
by the sender and issuance by the transmitting machine of a confirmation
slip relating thereto, if telecopied; on the third business day after
delivery to the air courier for courier delivery, if sent by air courier;
and at the time when the same shall be deposited with the United States
Mail, if sent by mail.
SECTION 2. WAIVERS OF NOTICE. (a) Whenever any notice is required
by law, the Charter or these Bylaws, to be given to any director, member of
a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting in person or represented by proxy, shall constitute a
waiver of notice of such meeting, except where the person attends the
meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not
lawfully called or convened.
(b) Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders, directors or members of
a committee of directors need be specified in any written waiver of notice
unless so required by law, the Charter or these Bylaws.
ARTICLE VII
-----------
GENERAL PROVISIONS
------------------
SECTION 1. DIVIDENDS. Subject to the requirements of the MGCL and
the provisions of the Charter, dividends upon the stock of the Corporation
may be authorized by the Board of Directors at any regular or special
meeting of the Board of Directors and may be paid in cash, in property, or
in shares of the Corporation's capital stock.
12
SECTION 2. DISBURSEMENTS. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall
end on December 31st of each year.
SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Maryland." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
------------
INDEMNIFICATION
---------------
SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS.
Subject to Section 2 of this Article VIII, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (collectively a "Proceeding") by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding unless it is
established that: (i) the act or omission of such person was material to
the matter giving rise to the Proceeding and (A) was committed in bad faith
or (B) was the result of active and deliberate dishonesty; (ii) such person
actually received an improper personal benefit in money, property or
services; or (iii), in the case of any criminal proceeding, such person had
reasonable cause to believe that the act or omission was unlawful ((i),
(ii) and (iii) collectively "Improper Conduct"). The termination of any
Proceeding by judgment, order or settlement shall not, of itself, create a
presumption that such person committed Improper Conduct. The termination of
any Proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, shall
create a rebuttable presumption that such person committed Improper
Conduct.
SECTION 2. AUTHORIZATION OF INDEMNIFICATION. Any indemnification
under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the
circumstances because such did not commit Improper Conduct. Such
determination shall be made (i) by a majority vote of a quorum consisting
of directors who are not parties to such Proceeding or, if a quorum cannot
be obtained, then by a majority vote of a committee of the Board of
Directors consisting solely of two or more directors who are not parties to
such Proceeding and who were duly designated to act in the matter by a
majority vote of the full Board of Directors in which the designated
directors who are parties to such Proceeding may participate, (ii) by
written opinion of special legal counsel selected by the Board of Directors
or a committee of the Board as set forth in (i) of this Section 2 or, if
the requisite quorum of the full Board of Directors cannot be obtained
therefor and the committee cannot be established, by a majority vote of the
full Board of Directors in which directors who are parties to such
Proceedings may participate or (iii) by the stockholders. To the extent,
however, that a director or officer of the Corporation has been successful
on the merits or otherwise in defense of any Proceeding described above, or
13
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.
SECTION 3. DIRECTORS' RELIANCE ON REPORTS. For purposes of any
determination under Section 2 of this Article VIII, a director shall be
deemed not to have committed Improper Conduct if (i), in performing his or
her duties, such director relied on any information, opinion, report or
statement, including any financial statement or other financial data,
prepared or presented by (A) an officer or employee of the Corporation whom
such director reasonably believed to be reliable and competent on the
matters presented, (B) a lawyer, public accountant or other person, as to a
matter which such director reasonably believed to be within the person's
professional or expert competence or (C) a committee of the Board of
Directors on which such director did not serve, as to a matter within its
delegated authority, if such director reasonably believed the committee to
merit confidence; and (ii) such director did not have any knowledge
concerning the matter in question which would cause such reliance to be
unwarranted. The provisions of this Section 3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a director may
be deemed to not have committed Improper Conduct.
SECTION 4. INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 2 of this Article VIII,
and notwithstanding the absence of any determination thereunder, a court of
appropriate jurisdiction, upon application of an officer or director and
such notice as the court shall require, may order indemnification in the
following circumstances: (i) if it determines that an officer or director
has not committed Improper Conduct, the court shall order indemnification,
in which case the officer or director shall be entitled to recover the
expenses of securing such reimbursement; or (ii) if it determines that the
officer or director is fairly and reasonably entitled to indemnification,
whether or not the officer or director has committed Improper Conduct or,
in a Proceeding charging improper personal benefit to the officer or
director, such officer or director has been adjudged to be liable on the
basis that the personal benefit was improperly received, the court may
order such indemnification as the court shall deem proper, provided,
however, that such indemnification shall be limited to expenses with
respect to (x) any Proceeding by or in the right of the Corporation or (y)
any Proceeding charging improper personal benefit to the officer or
director, where such officer or director has been adjudged to be liable on
the basis that the personal benefit was improperly received.
SECTION 5. EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid or reimbursed by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of (i) a written affirmation by the director or officer of such
director's or officer's good faith belief that the standard of conduct
necessary for indemnification by the Corporation has been met and (ii) a
written undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII.
SECTION 6. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under the Charter or any Bylaw, agreement,
contract, vote of stockholders or directors, an agreement or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Section 1 of
this Article VIII shall be made to the fullest extent permitted by law. The
14
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 of this
Article VIII but whom the Corporation has the power or obligation to
indemnify under the provisions of the MGCL, or otherwise.
SECTION 7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any
liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power or the obligation to indemnify
such person against such liability under the provisions of this Article
VIII.
SECTION 8. CERTAIN DEFINITIONS. For purposes of this Article VIII,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its directors or officers, so that any person who is or was a director or
officer of such constituent corporation, or is or was a director or officer
of such constituent corporation serving at the request of such constituent
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall stand in the same position under the
provisions of this Article VIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service as a
director, officer, partner, trustee, employee or agent of the Corporation
which imposes duties on, or involves services by, such director or officer
with respect to an employee benefit plan, its participants or
beneficiaries.
SECTION 9. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
SECTION 10. LIMITATION ON INDEMNIFICATION. Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 4
hereof), the Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or personal or legal
representatives) or advance expenses in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Corporation.
SECTION 11. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.
15
ARTICLE IX
----------
AMENDMENTS
----------
SECTION 1. AMENDMENTS. These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted by the Board of
Directors or by the stockholders as provided in the Charter.
16